The Memory of Sunrise
by Lornesgoldenhair
Summary: Twelve and Clara end up stuck on an island overnight and Clara takes the opportunity to explore just why the Doctor changed so much when he regenerated and what exactly happened on Trenzalore. Whouffaldi/Whouffle. T. Strong emotional themes.


'Clara, no, get back here!' the Doctor burst from the trees and tried to flag his companion down, but she was already racing ahead of him along the beach, dodging in between rocky outcrops and trying not to sink into the sand.

'Hey! Hey!' she shouted, waving at the disappearing boat. 'Hey!' He watched as she jumped in the air in frustration and then for some reason he could only describe as madness began to wade into the freezing green water. 'You said you'd wait! Come back!' she called.

'Clara!' he stripped off his jacket and made to follow her in. 'Clara what are you doing?' The Doctor captured her with both arms around her waist and hoisted her up, wriggling and protesting, out of the sea. 'Calm down!'

'They said they'd wait!' she angrily splashed the waist high water with her hands. 'How can they do this, we save their poxy little village and then they just leave…. Leave us on this stupid island!'

He'd managed to drag her up towards the beach again and deposited her on the wet sand. 'Yes well not everyone we help is grateful.'

'I know that,' she snapped, and then started trying to wring seawater from her trousers, 'But some times more than others it just gets to me…. And today it's making me angry!'

'Is this one of those female… things…?' he asked vaguely.

'Shut up!' She pointed at him. He shut up. He looked down at his own sodden trousers, squelched a bit in his boots and rocked on his toes. Eventually Clara looked up at him again.

'How long are we stuck for?' she asked moodily.

'A few hours… until the tide goes out and the crossing re-emerges… so you see it's not a total disaster, the boat isn't the only way off the island, by morning we should be able to just walk across to the TARDIS.'

'By morning?'

'Yes.'

'That's more than a few hours,' she growled.

He looked away from her sharp gaze and tried to appear innocent. 'About twelve,' he admitted. Clara threw one of her shoes at him.

XXXXXXXX

He'd bundled her up in his jacket and bid her sit at the edge of the woods to dry out, constructing a makeshift clothes hanger out of a fallen branch and draping her wet trousers over it. They had a canopy above and a dry area of dead grass and sand below. Clara's clothes were drenched right to the waist whereas his were only wet to mid thigh so he declined to remove them and instead went to find the makings of a fire for them both. When he returned the Doctor found Clara hugging her knees and staring miserably out at the setting sun, a brilliant magenta above the sea. It was beautiful, calming, but he wasn't certain it was having a positive enough effect on his irate companion. He sonicked a pile of driftwood into flame and sat beside her.

'Sorry I was grumpy,' she said without looking at him.

'That's usually my role,' he agreed.

'You're better at it than me.'

'You can hold your own.'

Silence. The soft rush of water over sand. Clara glanced over at him and then down at his loosely linked hands, his arms draped around his wet legs.

'You'll get cold,' she said.

'I'm fine, the fire will dry them, anyway I don't feel the cold. Are you okay?' he checked.

She rubbed her bare legs and drew them closer to her body. The bottom hem of her jumper was still wet but she had his wool coat to compensate. 'Yeah, not like this sort of thing is unusual is it? Should count this as one of our more successful adventures really. No actual injury.'

He smiled wanly, 'True.'

Clara yawned.

'You should sleep,' he said, 'It'll be a long night otherwise.'

'So should you…'

'I don't need sleep…'

'You always say that…' she mused. 'Don't suppose there's anything to eat on this island?'

'I think you may be out of luck,' he acknowledged.

Clara slumped a little, rested her chin on her knee, 'Knew we wouldn't be that lucky. Aren't you hungry? We've been here all day clearing out that stupid nest.'

'No, not hungry really.'

Clara sat up and looked at him. 'You're not hungry. Or tired. Or bothered by the cold. What are you?'

'An alien, Clara.'

'Yeah but that's ridiculous… and come to think of it…'

'What?' his big eyes widened owlishly and Clara screwed up her face.

'I never really see you eat much, or sleep ever and well… you must need to sometimes right? I mean there's nothing of you, and you certainly look tired…'

'Do I?'

'Yeah you've got bags.'

'Bags? I'm carrying bags?'

'Never mind… you look tired.'

'Clara where are you going with this?'

'I'm just wondering how you keep going when you never need to refuel or rest.'

The Doctor opened his mouth to reply and hesitated, 'I just do,' he said.

'How?'

Another hesitation, 'Alien… different metabolism, different needs.'

'I suppose… just weird sometimes, me going on about how hungry I am and you're all unaffected. Me passing out for two days when we get back and you… doing whatever it is you do when I'm asleep. What _do_ you do?' she asked.

'Just things,' he said. Clara sighed.

'I suppose that's part of the charm of travelling with you,' Clara commented, 'Your unusual-ness… to put it mildly. I just… I just wish I understood more sometimes.'

There was a pause and the driftwood crackled in flame in front of them. 'You understand more than most,' the Doctor said quietly, 'I'm not exactly an open book.'

She let go of her knees with the arm closest to him and briefly touched his hand in reassurance. 'You're getting there.'

The sun was almost down now and above them stars were moving into view through the last traces of daylight, moons waiting half hidden in the wings to take over when the darkness fell. It was growing just a little colder and the warm breeze of the day was stilling bringing with it a heavier silence. Clara's eyes moved up and over the night sky, her thoughts elsewhere and the Doctor took the opportunity to let his own gaze wander unhindered over her features. He felt tension drain from him just by her proximity, the muscles in his shoulders relaxing after a day of considerable physical effort, and when she had touched his hand he had gained a glimpse of what he considered the true Clara, his Clara, the one others couldn't see but that he, blessed with telepathy could catch sight of from time to time.

The first time had been accidental. A lowering of his walls before he had realised he was doing it. It had been so long since he'd stumbled into another's mind unprepared that he'd gasped when she'd brushed his hand. He'd explained that to her, afraid she would feel her privacy was compromised somehow but to his surprise she'd encouraged him, keen to demonstrate he could trust his instincts when it came to her. Now he wanted to touch her again, edged closer, considered putting his arm around her.

'You used to eat,' she said suddenly.

'What?' he froze.

Clara turned to face him. 'When I first met you, you ate all the time. Horrible stuff too. Fishfingers and custard, whole packets of jammie dodgers. You were constantly hungry.'

'I… well different regenerations have different tastes.'

'Tastes yes, but you barely pick at things now it's not like you eat other stuff instead. And…' she held up a finger, 'And you slept, I remember you sleeping, a few hours at a time.'

'Again different needs…'

'You never sleep!'

'I'm just…' he struggled to explain, 'Just different now that's all.'

'Well it's not your alien metabolism because that should be the same.' Clara frowned, thought processes clearly ticking away. The Doctor dropped his gaze and looked at his hands. 'So if we assume your metabolism is the same then you're going round sleep deprived and hungry for some reason?'

'Clara,' he couldn't keep the edge of irritation from his voice. Clara squinted at him aware she was probably close to something.

'What changed?' she said.

'Why are you so concerned? Why does it matter? I'm fine. Stop treating me like a conundrum.'

'It matters. And I'm starting to wonder if you _are_ fine.'

'Don't do this,' the Doctor said tiredly, 'You're seeing something that isn't there.'

She paused, looked over his face and posture, weighed up data. 'Maybe…' she said. He poked the fire, added some more wood, hoped the subject was closed and she would just bed down for the night in the little den he had made for them under the trees.

'You never talk about Trenzalore,' she said quietly from nowhere.

He swallowed unsure how to respond, unsure where that had come from.

'Why is that?' she pressed.

'It was a warzone Clara, not exactly full of happy memories to be recounted.'

A pause. 'It was nine hundred years, that's half your life give or take a few centuries.'

'Yes.'

'And you never mention it. Ever.'

'No.'

He could feel the muscles in his jaw tensing now and a flutter of something like fear in his chest, a familiar sensation from a previous time. A sensation that had been with him for every day of those years he was trying hard to forget.

'Do you think about it?' she asked.

'Clara…' the warning note in his voice didn't stop her.

'Have you ever… spoken about it? Wanted to speak about it?'

The sensation was rising now, up into his throat, tightening, tickling. Soon it would be in his voice, his hands, less fear, more panic, and then she'd see. 'What good would that do?' he asked her, 'Speaking about it won't change anything that happened.'

'No,' she said, 'But it might change how you feel.'

He glanced up, caught her eye. 'What do you mean? How I feel?'

Clara took his hand again and he felt the emotion wash freely into him from their connection. 'It wasn't your fault,' she said.

She did know him well.

XXXXXXXXXXX

He'd had to let go of her hand, the unconditional acceptance coming from her had been too intense. He'd felt the lump in his throat grow a little at her kindness and then a surge of his own anger, directed entirely at himself but which he knew he might accidently reflect back into her. He dropped her fingers and huddled into himself, put a distance between them and started shoring up his walls. He didn't want her to mistake that anger as being pointed at her, a reaction to her questions; he knew the real reason for it was because he couldn't answer them. He didn't have the strength to do so, couldn't step behind the closed doors in his head that led to Trenzalore.

Clara was waiting, a faint hint of frustration but a larger wave of concern travelling over her face. The Doctor knew, that she knew, she'd nailed it, and she wasn't going to let go now.

'You do think about it don't you?' she said not expecting an answer, 'And you blame yourself.'

'Clara I am not talking about this.'

'Ok,' she said simply and went back to looking at the sea. He chanced a look at her profile, her expression slightly knowing, just waiting, and he warred with himself. She was right, he never talked about it, but it was always there. He tried not to look, dismissed it as much as possible, but it crept up, sometimes triggered from nothing, or from a sight or a sound or a scent from the past. Images and noises of war, of loss, of that peculiar isolation he felt even when surrounded by hundreds of colonists on that planet.

It was always there and he told himself it was best to leave it behind. Run, don't look back, don't try to understand, it was much too painful, there was too much of it. But sometimes when things got particularly bad he wished…

He looked at the ground, at the dry grass they were sitting on, at the tiny details of each dead blade half buried in the grains of sand blown up from the beach, at the strange mix of materials on the join between the woods and the sea front.

Sometimes he entertained a fantasy. It had started back on Trenzalore, as the years had passed, that somehow she'd come back, always her, never another, just his Clara. At first he'd wished her there because he had missed her, because he wanted her in his arms, because the sound of her laughter and her huge brown eyes might have made the long nights more bearable. Then he'd just wished for company, he wished not to be alone. And finally in the months that followed his regeneration, when he was finally physically away from that place his wish had changed. He wanted to tell her. He wanted to be brave enough to say, to have her listen, to have some form of reassurance. He just wanted Clara to take some of it away.

He swallowed, debated. Formed an opening phrase and immediately dismissed it. Where would he start really, how did he start? There was so much of it. He'd tried to delete it but something in his mind wouldn't let him. He'd been left with patches, jumbled scenes, all the worst kind as though his brain refused to allow him to let go. You must remember. Why was it always that way, the better times forgotten and instead this never ending cycle of the worst kind of memories? He rubbed at his forehead, felt suddenly more tired than ever.

'The beginning is usually the place to start,' Clara said without looking at him. 'I know some of the beginning already if it helps.'

He could feel the words in his chest, straining, trying to be spoken, but he couldn't get them out.

'Or, you know…. Just something that comes to mind, out of context, that can work too…'

'I…' why was it so difficult? Why was it such torture to approach and why couldn't he just spit out the words? It was awful, it was awful, it had been awful, all of it, from start to finish, an unbearable barrage of misery, violence, grief. Unending. Why couldn't he just say? Why were the words so inadequate? 'I can't describe it,' he said finally, 'It's too… messy.'

'Messy how?'

'Detailed, complex, too much happened, I can't get it to… my head won't…' he gave up. 'It doesn't matter.'

'Doctor…'

'No, Clara. I don't need to talk about it,' he winced at his own tone. He wanted to stand, move away, make some sort of decisive movement to punctuate the closure of the conversation but something was stopping him. He already knew what it was. The part of him that just wanted her to make it all better, make it go away, Clara, make it stop.

'I'm sorry,' she was saying, 'I shouldn't have pushed.'

And now she was backing off, feeling bad about asking, making a mental note not to broach it again for some time, to leave him in his headspace on his own. On his own. Again. He started to feel panicky again, his opportunity leaving. He started wanting her to push again. He didn't know what he wanted, his head suddenly swirling with pictures and feelings and options and decisions and _what was he supposed to do_?

'Sorry,' she said again, 'We won't speak about it. I just wanted you to know if you ever do want to… well I'll always listen, right?'

Bang, the door to the conversation was shut, at least that's how it felt. Even if he found the right phrase now he'd not find the courage to try. A moment passed and he was aware of Clara arranging a make shift bed under the cover of his jacket, curling up into a tiny ball to keep warm. Without thinking he reached over and tucked the edge of his coat under her body a little, sealing the gap from a draught that would chill her back. Clara looked over her shoulder.

'I don't suppose you're going to sleep are you?' she asked

'No, I don't suppose I am.'

'Do you want to lie down..?' she asked a little more hesitantly, 'I mean here…' a vague gesture with her fingers towards her back, 'Keep me warm.'

Keep her warm. Clever Clara. If she had said to keep him warm he would have instantly refused but she… well he didn't want her to be cold so…

Clara untucked the edge of his coat again, held it up and he felt himself press his lips together, struggle to take the offer. Like the words, the movement wouldn't come. She looked at him meaningfully. 'Doctor.'

'It's not a bit….' He started.

'A bit…?'

'Intimate?'

Clara flushed a little but didn't let it affect her voice, 'Doctor I think we know each other well enough to have a cuddle by now.'

He gave way, turned and lowered himself carefully to the ground behind her, lay on his side. Clara scooted backwards, still curled a little and wriggled up against him, arranged his limbs and the jacket. 'Ok?' she asked when settled.

'Yes.'

'Good,' she closed her eyes and let a few minutes pass in silence while he focused on her warmth and her heartbeat, his hand on the jumper over her belly. His mind was still active, still wishing he had more courage. He was all too aware of time and how quickly it went by, how soon he would find himself alone again one day and Clara gone, and how much he would regret all these opportunities she gave. Talk to me Doctor, share with me, let me help. He kept refusing and declining and making excuses and one day she wouldn't be there any more to offer. It would hurt so much.

He blinked to stop the heat from his eyes spilling down his cheeks, swallowed it back hard with difficulty and Clara shifted a little in his embrace.

'You sure you're ok?' she asked.

'Yes,' he said roughly.

'You know if talking is too hard there are other ways of helping me understand, of helping me to help you.'

'I don't know what you mean….' He wished the gravel would leave his throat, she could hear it, the wayward emotion, the difficulty he was having, and he was heading down that path again, the one where he desperately wanted to tell her everything and couldn't. He felt Clara's hand run down his arm, over his sleeve, rub a little at his wrist. A gentle touch he couldn't have stood a year ago but now he wanted so much more. He wanted to nuzzle into her hair and pull her closer and lose himself in her completely… but that fear, that fear.

Clara's hand closed over his and he felt a soothing warmth begin to trickle up the length of his arm, a soft pulse of the presence he'd come to recognise as her.

'You do know,' Clara said, 'If you want to, and you're finding it too difficult then you don't need to find words. Just show me… show me what happened.'

'I can't do that… some of the things… I don't want you to have to…' His throat was so tight, so painful and now his mind was filling with memories and feeling and he should really let go of her, really pull away, but it was too late.

'I see you,' Clara said softly, 'Standing on a rooftop.'

XXXXXXXXXX

The rooftop to the clocktower in the centre of Christmas. Clara would recognise it of course and his shared memory would confirm it. And there was his previous self, seated facing towards the forthcoming sunrise, Handles to one side, waiting for his brief glimpse of day. The Doctor glanced down at his companion, the pair of them still joined by the hand.

'Can he hear us?' she asked, looking at the man with the bowtie.

'It's a memory Clara, he's just an image, a projection from my mind into yours.'

She nodded. 'I'd forgotten…' she said, '…how young you looked.' It was only observation and he watched the way her eyes ran over the man in front of her, 'By the end you looked so different. Gave me quite a shock. I mean it was only a day for me…'

'Gave me a shock too, growing old,' he confessed. 'All that time in the same body, watching it change. I'm not used to that. I begin and I end, I'm one thing, then another; change is sudden for a Time Lord. Well physical change at least.'

'Mentally?' she asked.

'Mentally it's more like the process of changing rocks to sand, sometimes I felt like I was eroding. Sitting up here, waiting. I was trapped. I had no choice but to be on this planet for all that time fighting what war. But these down times, these quiet watchful spells…. They just lead me to watching myself, introspection. Introspection can be very unhealthy, Clara. Look within, and very often you won't like what you see.'

'You did this every day,' she said thoughtfully absorbing his words, letting him talk, 'Came to watch the sun, I remember you telling me, it kept you going.'

'Yes,'

'It's beautiful,' she remarked watching it begin to climb on the horizon, 'Is that why you picked it?'

'Picked what?'

'The memory.'

'I didn't pick it… it just chose itself I suppose,' he said, 'And it's about to become less beautiful.' Clara glanced at him a query on her lips but she wasn't fast enough, a tearing roaring sound from beyond the village spun her head and rushing from the rising sun a dark shape drew her eyes. The younger Doctor in front of them leapt to his feet, tried to squint past the bright light and define the shape, a frown on his face and then a horrible dawning recognition.

'No… no, no, no, no….' he turned and sped past them, clumsily taking the stairs behind them two at a time through the building and ran out into the snowy clearing below. Clara leaned over the parapet, aware of her own Doctor behind her and watched as her old friend darted between frightened inhabitants fleeing for the clocktower.

'What is it?' she asked.

The dark conical shape was screeching through the atmosphere now and then from either side let out a barrage of smaller shapes, whining, targeting houses. One by one and then in a sudden rush crashing into contact with homes and shops, into the frozen pond, its contents thrown up in a fountain of broken ice. Screams from below, inarticulate fear, voices calling names, chaos and panic and humans grabbing at one another, dragging injured.

Then just as quickly as the sun had risen it went down again and everything stopped.

'Judoon,' her Doctor said behind her, 'One of their first attacks. For a while they took the lead as the premier threat. Always violent, brutal, unsubtle, just like them. No trickery like the Angels or the Mara. No soft pursuit. Just pure, unrefined war.'

Clara was still watching the younger Doctor scurry through what remained of the village. The respect the inhabitants had for him was obvious as they bravely tried to quell their panic and take instruction, dashing for buckets and hoses to the remains of the pond, trying to dampen the fires before they destroyed everything. They trusted him, followed his every word.

'I didn't see it coming,' the Doctor said quietly. 'I'd been dealing with a different style of war for decades, I was preoccupied with it. I wasn't expecting something so… obvious.'

'You can't predict everything,' Clara said.

'I'm a Time Lord…'

'You can't predict it all. Grey areas, you said.'

They watched as three villagers pulled back broken wood and rubble from a pile, their hands searching frantically until they came into contact with what they sought and slowly the body was dragged from the wreckage, dust covered and marked. The little girl couldn't have been more than six years old and her rescuers immediately started calling for the Doctor who spun on his heel further down the lane and headed back for them.

'Grey areas are no excuse,' the Doctor said as he watched himself dropped to his knees by her side.

XXXXXXXXXX

The image changed and now they were inside the Inn in Christmas, a warm, cosy establishment, decorated in rich red and greens and old much polished wood. A huge fire burned in the grate and a few customers were chatting quietly in booths, tankards full and frothing. In the rocking chair closest to the fire the younger Doctor sat, legs stretched out before him and thoughtful eyes on the flame. There were lines around them now, a tribute to the five hundred years he had spent in combat.

He had moved in a slow rhythm and now it was slowing further, his eyes drooping, head nodding. Clara watched as he roused himself, once, twice, then dropped again into a light sleep. A stout woman from the bar approached and draped a blanket over his legs and he stirred.

'Sleep,' she said.

'I'm fine, really,' he said pleasantly. Clara looked up at her own Doctor.

'That's what you say,' she smiled softly, 'When you're nodding off, 'I'm fine. Clara.'' She turned back to the scene. The stout woman had pulled up a stool and was warming herself by the fire.

'Everyone needs sleep,' she was saying, 'Even you, even just a hour, Doctor, you're exhausted. What happened before…'

The younger Doctor's green eyes flicked up towards her warily.

'… what happened before,' she said soothingly placing a hand on his covered knee, 'That wasn't your fault.'

'I wasn't there…' he protested.

'You can't be everywhere.'

'It's my job to be everywhere. To stop things. I can't do that from my bed. No, I'm fine…' he emphasised, pulling the blanket from his knee with one pale hand. 'Thank you for the break but I should get back.'

'Break? You've only been here a few minutes. Won't you eat something?'

'No… maybe later… thank you…' he added as he stood, brushed down his trousers, managed a tired smile. 'I appreciate it, I do, I just…. There's things I should be doing, watching for. I'm no use to anyone if I'm asleep am I? Sleeps such a waste of time!' Clara winced at his false cheer.

The woman looked at him doubtfully. 'You're being hard on yourself Doctor, no-one here blames you…'

'Don't they?' his tone somewhere between accusatory and hope. 'I know at least one family who do, even if they are too kind to tell me. Now… I really must…' he gestured to the door and awkwardly took his leave, smoothing back his hair, trying to straighten his clothing.

'What happened?' Clara asked.

'I think you can probably guess.'

'Yes,' she said as the image faded and another began to replace it, hazy and blurred. 'But I want you to tell me, remember.'

'I got complacent,' her Doctor said looking down at their joined hands as though considering letting go. 'There hadn't been any attacks for a few days, I was tired, I… decided to sleep,' he confessed.

'Seems reasonable.'

He let out a short laugh. 'It was exactly what they needed. I slept, they took advantage deliberately or otherwise, perhaps it was just luck, doesn't matter. The attack was already well underway by the time I hauled myself out of the house. I couldn't think fast enough, wasn't on the ball. I'd wasted time sleeping instead of preparing, watching…'

'Doctor…' Clara's voice was exasperated.

'Imagine how you would feel Clara if a family was wiped out because you had to take a nap?' he snapped. Clara flinched but stared back at him.

'I'd feel awful. I'd feel guilty. I'd never forgive myself,' she admitted.

'Right,' he said. The Doctor looked away from her, back at the new growing scene before them.

'But I forgive you,' she said, holding tight to his hand.

XXXXXXXXXXX

At the edge of the village this time, no villagers in sight and the clock striking the small hours of the morning in the distant background. The younger Doctor now an older man in a heavy coat, fingerless gloves and a scarf, seated before the pair of them looking out into the forest.

'When was this?' Clara asked.

'About seven hundred years in,' the Doctor said.

They watched as the image in front of them showed him rubbing at his fingers, trying to flex out the cold, and then repeat the same action in his knees, a walking stick clasped between them should he need to rise and move with any kind of speed.

'Why are you sitting out here?'

'Waiting,' he said, 'They often came out of the woods, tried to sneak by in the small hours. As I got older they got more daring, under the impression if they sent enough they might be able to take me down, just one elderly Time Lord against a battalion of miscellaneous aliens.'

'You're freezing,' Clara remarked.

'It's a snow farming colony. I was always freezing.'

'No I mean you're really freezing,' Clara led him closer to where his old self sat trying to unscrew the lid of a flask, arthritis clear in his joints, 'You're practically blue.'

'Lower core temperature naturally… anyway it's just the light… '

She looked up at him, 'You just used to sit out here for hours didn't you, not sleeping, not getting a meal, not going into the Inn to defrost in case you 'missed something.''

The Doctor's face was giving him away and he knew it, knew she knew it too. 'So much had happened by then, so many people gone…. I couldn't…'

'But you never looked after yourself,' she said in frustration. Behind her a rush of scale skinned alien soldiers was emerging from the trees. The younger Doctor in his older form struggling to his feet, taking a few steps backwards to brace himself. A flash…

…and the scene changed to something quite different. To something dark.

'I had to look after them…' the real Doctor was saying beside her, 'That was my only purpose… I had to look after them… and I failed.'

The images started to come out of the darkness again. Black, grey, sometimes closer to white, sometimes the height of a person, sometimes the height of a child, some slender, some thicker, the details starting to come through what seemed like mist parting. He knew what they were before she did, he tried to keep it from her, his source of shame. Because it didn't matter in the end how many images of death and blood and loss and pain he had gathered on that planet, how many horrors he had confronted he could see them again and again and manage his way through the feelings they churned up. But this… this memory was different, this memory followed everywhere, different because it was still, because there was no noise of battle. Different because this was the Trenzalore that he had shaped over the centuries despite all of his best intentions.

'Doctor?' her voice sounded shaky, she was feeling just a little of what he felt even through all of his defences.

The elderly man the young Doctor had become knelt awkwardly at the nearest stone, placed a flower at its foot and scrabbled to stand against the protesting muscles of his legs and back. Before him row upon row of the lost entombed, nine hundred years of lives he had failed to protect, looking back at him with blank hard faces. He cast pale eyes back to the village and to the flames he saw there burning, doubt falling across his face.

'I didn't know how long I could keep going,' the Doctor said softly. 'The number of times I nearly stopped; nearly lay down there with them all, wept for the mistakes I had made that cost them so dearly.'

The old man drew a shaky breath, cast on more hesitant glance at the gravestone nearest to him and then slowly made his way back to the village, his shape silhouetting as he drew further away from them.

'You never gave up, even at the end,' Clara reassured him, moving towards the stone to see its inscription but the Doctor pullied on her arm to try to hold her back.

'But I came so close, Clara…'

'But you didn't. Why…?'

She tried to read the name.

He let go of her hand.

XXXXXXXXXXX

He let go of her and turned back to the fire, replenished the wood and distractedly checked to see if the hems of his trousers had dried. The Doctor heard Clara rustle under his jacket and sit up beside him.

'Why did you let go? Break the link?' she asked.

'You've seen enough.'

'I get the impression that was just the tip of the iceberg.'

'Icebergs are made of ice, Clara, the bit you can see and the bit underneath, it's all much the same. Ice. Really,' he said, eyebrows raising in emphasis, 'There's nothing else to see. Different attacks from different aliens, lots of long cold nights… years and years of it.'

She considered him carefully, 'if you say so.'

'I say so.'

'You're not telling me something.'

'I'm not telling you lots of things. It's not deliberate, I have grey areas, deleted bits and as I said it's all very similar anyway. You get the idea.'

'I get _some_ of the idea….'

He passed a hand over his face. 'This isn't easy, you wanted to understand, I've shown you what I can,' he said.

Clara sat with her legs cross, covered her lap with his jacket. 'I'm sorry, I can't imagine what its like. I'm just trying to… get a handle on what made you…. What changed you?' she tried.

He looked at her tiredly. 'What made me into the grumpy old man?' he asked.

'What made you… I don't know… lose faith?'

The Doctor looked out to sea.

'The graveyard, that's some of it,' she said, 'All that self-blame, that guilt. The loss of all those people…that darkness. Whose grave was that? Why wouldn't you let me see?'

A twitch in his jaw.

'Fine we'll come back to that,' Clara said. 'What else… the sleep thing, I get that too now, why you never let yourself, why even now it's probably hard to break the habit of nine hundred years.'

'Yes, a habit.'

'A defence,' she corrected, 'If you are awake you won't miss a trick, that's how you think now. If you don't miss something you can't blame yourself…'

'I still miss things...' he said.

'So you might as well sleep.'

He smiled, 'Maybe.'

'What else… You didn't care for yourself, you didn't rest or eat or keep warm of give yourself any lee-way for getting older, for the pains in your hands… you were harsh on yourself, much more than you would have been on anyone else.'

'Clara what are you getting at?'

'I'm saying you were hard on yourself because Trenzalore was hard on you. It shaped you, I can see it in you now. And maybe… maybe it's time to let that go. All of those abd things that happened there… what else was there?

'What?'

'There must have been something else. Something worthwhile, or you never would have stuck it out.'

'So?'

'So maybe instead of letting the bad memories control who you are you need to focus on that worthwhile thing? '

'I don't see how this is helping Clara, I can't just dismiss my past, I've tried.'

'I'm not asking you to dismiss it. But you're carrying all this stuff around with you, all that guilt, all that self loathing, and you're not a bad person, you didn't do anything wrong, you did everything you could. You made some mistakes and you couldn't be there all the time, because no-one can, and you've been beating yourself up with all that for centuries, but every day you'd try again, that's what you have to give yourself credit for. Sitting in that clocktower on your own every morning watching the sunrise, giving it another shot. Well you need a sunrise now Doctor, something to guide you out of this darkness. Whatever it was that gave you the strength and hope never to give up, you need to find it again.'

There was a long silence and with his fingertips the Doctor drew circles in the sand. Added symbols, wrote a name in his home language.

'I know what gave me strength,' he said.

Clara held out her hand, 'Show me,' she said.

XXXXXXXX

'This is my workroom,' the Doctor was saying as the memory slowly came into view. Warm colours, deep colours, the heat of flame in the hearth and the blurry speckle of objects distributed across surfaces and floors. It was comfortingly chaotic as it came into focus, half made toys and projects, scribbles in Gallifreyan on notebooks, ornaments, trinkets, quaint and cheerful gifts.

'You made toys, I remember,' Clara smiled and walked around the outside of the room, looking at a painting above the mantle and running her fingers over the rough wood.

'Yes, I did… I enjoyed it…. I liked children then, their spark and enthusiasm… their blind faith in me…' he trailed off.

'You didn't let them down,' Clara assured.

'A row of their graves says otherwise,' he said bluntly.

'There would have been an awful lot more graves without you,' she countered. 'Where are you in this memory?' she asked before he could argue.

'I'm remembering the room, not me,' he said.

'We're supposed to be looking for the reason you kept going….'

'Fine…' he sighed.

From a door to the right Clara watched the younger Doctor make his way through the debris of an earlier toy making session. It was, judging by his appearance, a few hundred years into his tenure on the planet and weariness had set in along with the beginnings of grey hair. He seated himself by the fire a bowl of custard in one hand.

'Still eating at this stage I see,' Clara smiled. 'Look there's Handles again.' She gestured to the robot head propped up on the table by the young Doctor's arm.

'What are the chances…' he asked it, waving the spoon in the direction of its silver face, 'That that should happen. I mean really, what are the odds…'

'Approximately thirty-two billion to one,' it croaked out. The younger Doctor sighed.

'I wasn't actually looking for a figure you know. More for… congratulation… a 'well done Doctor that was a smashing idea, you saved the day.''

'Well done Doctor…' it started.

'Oh never mind,' he ate a spoonful of the custard, 'It's lost its spontaneity now. Next time, just remember, bit of praise goes a long way. I have to rely on you to give it, just you and me old man. I mean the villagers, they're lovely aren't they, very kind, but I can be honest with you…' he stopped. Replaced his spoon in the bowl. 'Easy for me to dash around being all heroic out there, saving the day. Only you really know that… well… there was a thirty-two billion to one chance of it working and that really…. We're a bit lucky to still be here. Can't tell them that, they need to just… just believe.'

There was a silence and the younger Doctor watched some lights flicker slowly across the cyberman's head. He laughed sadly, 'I wish it was that easy,' he said, 'I wish I had something to believe in. Someone…'

The Doctor glanced over at Clara, tense, waiting for her reaction. She was mesmerised. When she had met the Doctor he had been a wild and unpredictable young man, full of energy, ideas, creativeness and fun. But he had been the young face of an ancient being, one who was emerging now in front of her as time ticked past and age caught him. As events ground him down. What had the Doctor said, rocks and sand. Everything in the room spoke of sadness.

The custard was placed to one side.

'You must eat,' Handles observed. 'You are organic and need to replenish energies.'

'Lost my appetite, old chap,' the Doctor reached instead to the side of his chair, rifled through some bits and pieces, some papers, some generalised chaos, before finding a notebook. Then the hunt began for a pencil deep in his pockets.

'You writing your memoires?' Clara asked fondly.

'Not quite,' her Doctor said. He passed his free hand through his silver hair, shifted uncomfortably. Clara caught the movement and raised her eyebrows at him.

'Are we getting warmer?' she asked. 'To the thing… what is it?' she swung his hand playfully, 'Don't be embarrassed, you've come this far.'

'Just… I was…' he stuttered, 'I needed… something…' he was aware he was suddenly emotional and Clara's concern wiped her light hearted play from her face. She squeezed his hand

'It's OK,' she said.

The notebook open the younger Doctor extracted a pair of round glasses and balanced them on his nose, scratched a few experimental lines to the page. He smiled, tilted his head, applied a few more, 'I think the Victorian look today Handles, I don't know why I just always thought it suited her best….' He ran a finger around a curve, smoothing shading in a practiced motion, 'my Clara…' he breathed. 'Where are you now I wonder… sometimes I wish I had let you stayed, I know you would have, that you wanted to but… but well you'd be long gone by now,' he titled the notebook, let the light catch her portrait better, added detail to her eyes. 'You'd be long gone and my hearts would be broken… even more than they are now.'

And he kissed the page.

A single tear tracked down Clara's cheek and her Doctor watched from beside her.

'Did it ever stop hurting?' she asked.

An alarm sounded in the distance and in the memory the Doctor snapped the notebook shut, listened intently for a moment.

'Southern side,' he said quickly and sprang to his feet. The image faded.

XXXXXXXX

Clara and the Doctor stood facing one another in total darkness, but both could see each other clearly enough. They still held one another's hand and now Clara reached for the other. The increased touch intensified their connection and for a moment memories and thoughts passed back and forth freely between them. The Doctor began to feel his heartbeats slow, the tightness in his chest ease a little, lighten. Clara's tears dried.

'I wanted to see the drawing,' she smiled.

'Not much to see,' the doctor said a little bashfully, 'One of many. I had a… theme…a muse.'

'I noticed. Never been a muse before.'

'Clara…'

Her smile altered a little and a more serious tone fell into her words. 'You looked relaxed there for a moment, when you were drawing.'

'It was an escape. _You_ were an escape...'

She nodded. 'What you said about needing something to believe in, while everyone else believed n you.'

'That's what it felt like….' He ventured to look at her face. Sweet, kind Clara, he held her hand and tried not to drown her in the emotion that was threatening to escape him. He'd forgotten, the intensity of it, how alone he had felt. The evenings he spent drawing, or writing, the struggle to soothe himself when things became so difficult, so awful he felt he really could go on. Times when he would have done anything to have just one friend, just one person who knew him from before, just one person he could be himself with and not fear that he was letting them down; when he would have done anything for it to be her.

'You were the loneliest man in the universe weren't you,' she said, 'For nine hundred years.'

He broke their gaze again, he couldn't look at her.

'And do you know what,' she asked letting go of one of his hands to lay her palm warmly against his cheek, touch the grey curls at his temple. 'I think you still are.'

A movement from his mouth, a nod as he closed his eyes.

'Whose was the grave?' she asked again, and the darkness began to lift.

XXXXXXXX

They were back in the graveyard, and the snow was still thick on the ground being as it was that it never melted on Trenzalore. It rested on the stone in front of them and obscured the inscription, covered the flowers that were laid nearby.

'It was near the end,' The Doctor said, 'Well I say near the end, I had a couple of centuries still to go, but near the point where I was…' he carefully sought the word, 'Tiring.' He stepped closer and began to brush the snow from the very top of the stone.

'Time Lord imagination,' he said when he caught Clara's expression, 'It's my memory but I have the ability to touch, feel, accurately remember things like texture or taste.'

'That's pretty amazing.'

'When remembering a good meal maybe, not quite so pleasant in other circumstances,' he smiled a little.

'Focus,' Clara reminded him gently.

'Sorry… yes… it was towards the end and I was… flagging as I say… more than flagging if I'm honest.' Clara looked concerned. 'Despairing? I don't have the word… it wasn't a feeling I'd had before. A bleakness, that utter lack of hope, nothing brought me any relief from it I just functioned, day to day, to day and it got to the point where I almost would have welcomed some sort of final attack… if it hadn't been for the villagers fates. I didn't care much for my own.'

She squeezed his hand, 'So what happened?'

'This was a human colony, you remember, and eventually the Alliance got word from the major human settlements that they felt they ought to act,' he laughed, 'Ought to act? They waited seven hundred years to get around to it, hoping someone else would sort their problems, defend their people,' he tried to calm his anger a little, 'Anyway that's long irrelevant. They sent a batch of 'reinforcements' to the village. Turned out they were mainly snow farmers rather than actual soldiers, their concern was mainly economic, but there were a few from the armies.'

'A token gesture.'

'Quite but in the end an important one.'

'Oh?'

The Doctor bent and wiped clean the rest of the gravestone to reveal its inscription at last. Corporal Clara Oswald, it read.

Clara eyed it briefly, eyes slightly wide. 'You know no matter how often see those they remain sort of creepy.'

'Try running into the living echoes,' the Doctor said.

'You met her then?'

'Oh yes, or rather she met me.'

'Died heroically? Threw herself in front of a dalek or something?'

'Not quite, she died in an attack yes, soon after she landed here, heroically maybe, tragically and too soon, certainly, but in the course of things on that planet it was not unusual or particularly unexpected.'

'The echoes die saving you don't they? That's the deal.'

'She did save me, just before the explosion, but her death was unrelated.'

'Ok I'm confused now,' Clara confessed.

'She didn't save me by dying, Clara, she saved me by not allowing me to die.'

XXXXXXXXXXXX

Another rain of fire, barns burning, the roofs of the houses crumbling in the heat of the attack from above and Clara and the Doctor watching his memory from the centre of the town, the chaos around them not just restricted to the flames but including the sound of lasers and weaponry. Cybermen it seemed this time but as Clara tried to pin down the exact nature of the enemy this time round she realised that in the Doctor's mind they had become rather generic. Tall, armoured creatures with indistinct features or origin. It was clear by this stage he had stopped cataloguing, it was just another day.

'I was convinced I wasn't long for the world,' the Doctor said beside her, 'Couldn't stop thinking of that tomb, wondering if it was sooner rather than later. My body was aging, everything ached, I wasn't sure if that was normal or…' he laughed, 'Like I said age was a new concept.' They moved towards where Clara could see the TARDIS parked outside the Inn.

'This was a huge attack. The cybermen had fallen into league with a number of others and they were mounting quite the assault. Sensed my weakness.'

He opened the door to the TARDIS, guided Clara inside. By the console his aged self was standing, screwdriver in hand, adjusting settings and wires.

'I was out of ideas, and more importantly out of energy,' the Doctor said, 'I really thought the best option was to use the TARDIS against the enemy ships, to sacrifice both her and me to take out as many of them as we could. She was just as tired you see, just as drained. So we made a pact.'

'You made a suicide pact with the TARDIS?' Clara said in disbelief. 'Were you insane?'

'I was weary,' he said, 'And hopeless. And so was she. She saw me in pain and she felt pain too. We had nothing left and my organic life was coming to an end. How else was I supposed to fight them off, my resources were limited to start with, this was more than seven hundred years down the line and no real aid had come to us. All of my friends were gone and I'd refused to make more. I was tired of loss, tired of war. I wanted out.'

Clara's features betrayed her utter disbelief and horror. 'How could you say that!?'

'Hey,' the Doctor said softly, 'I'm still here, it worked out…'

'I just…' her voice wavered slightly, 'I just hate to think of you… feeling like that… the Doctor I know… he'd never….'

'…but he did, Clara, that's what I'm saying… I did…'

'Doctor!' from behind them the woman burst through the TARDIS door and headed straight for the console, long brown hair flying out behind her, brown eyes searching out the old man in the bowtie.

'Oh my god, that's me!' Clara said.

'Yes,' the Doctor smiled fondly, 'Watch.'

'Clara?' the elder Doctor's voice shook and it was easy to read the wave of emotion that came across him as he laid tired eyes on Clara's echo. 'Clara! Is that really you? Oh, Clara…' he stumbled forward a pace.

'Yes!' she said, 'Wait… How do you know that? Have we met?'

'Clara, it's me…' he said hopefully but realisation was already dawning. He knew but he wanted to believe.

'Well of course I know who you are, you're famous, earth colonies report the latest from Trenzalore every day, your latest plans, the daring ways you've foiled the enemy, I follow everything from base,' she gushed with enthusiasm and the older Doctor took a moment to take in her combat uniform and stance.

'You're not my Clara are you?' he said softly, 'You're one of her echoes… too good to be true… oh well…' he smiled sadly.

A look of genuine bemusement from the echo, 'What are you on about? And what…' she gestured to the console, face hardening, 'What are you doing?'

'You need to get out of here young lady,' he said, 'Get out and get back a good distance.'

'Why what are you….' Realisation in her eyes as she tracked the wires and attachments around the console. 'Are you blowing up your ship?' she said aghast.

'Looks like it.'

'Well you can't!'

'Oh?' he glanced up at her with pale eyes and interest, 'Can't I?'

'No!'

'Why not?' She's agreed to it, haven't you old girl,' he patted the console, 'We're a team. Me and her, just the two of us, all this time.'

'Because… because lots of reasons.'

The Doctor sighed and leaned on the console briefly. 'Let me think…reasons not to blow ourselves up… ' he listed them on gnarled fingers, ' 's a war on and we need all the equipment we have, can't afford to lose a precious mark forty TARDIS. 2. Even if we do wipe out half the ships up above us there will only be more on their way and then what will we do? 3….'

'I was thinking more because you'll die,' she said.

He paused, looked long and hard at her. 'Ah… that…'

'Yes that!'

'My dear girl, would that be such a bad thing?'

'Yes!' she moved closer to him, 'yes it would! You're needed.'

'Needed.'

'Wanted!'

He chuckled without humour. 'To fight a war…. Yes… needed and wanted to fight a war… every day… the war… well I'm sick of the war!' he exploded suddenly, tears in his eyes, 'There is more to me than war!'

'Doctor,' the echo said in frustration, 'It's not just about that. I've only been on this planet a day or so but I can see it even if you can't anymore. '

'Oh… See what?' he ground out, turning his head from her.

'You're loved, the people here, they love you.'

'Love…' he said disbelievingly, twisting two wires together. 'I used to know all about love… all different sorts. I was a husband, and a father… a grandfather too. I had friends… ' he paused, his eyes distant, 'Such good friends… but not now. Love. It's been such a very long time since anyone said that word, about me… to me. No… I'm an old man now, lived far too long to begin with… its time. It's time for a blaze of glory.'

The echo seized his wrist and held him firmly, 'I will not let you do this,' she said, her eyes flashing.

'You are so like her,' the elder Doctor said wistfully, 'Fiery, brave… there was a time I really thought I might see her again. She came back before, hitched a ride on my TARDIS, half froze to death in the process the silly reckless girl,' his eyes crinkled. 'All this while I thought to myself 'one day… _one day_ I'll get back to her…' my Clara…'

'Clara?'

He smiled, 'Yes…'

She looked momentarily confused and then resumed her argument desperately. 'You might still,' the echo persisted.

'No… I'm out of time…' he pulled on his wrist and began to lead the echo back to the TARDIS door. 'Go on now,' he ushered, 'I have things to do.'

She struggled against him, strong despite his years, fuelled by his determination.

'Does she love you?' she asked.

'I don't know…' he replied.

'And did you ever tell her that you loved her?'

'I… not in so many words…'

'But you do, right…. And you've never told her and you'd do anything for her… anything to be with her again?'

The older Doctor stopped wrestling her to the door and looked at her carefully. 'Yes.'

'Then how can you give up?' she said simply.

'I…'

'If you'd do anything for her… you'd live.'

XXXXXXXXXX

Time changes everyone. The Doctor knew that better than most. The time he spent on Trenzalore changed him in so many ways.

He aged, his youthful face watching in fascinated horror as he developed lines in the mirror of his room, his abundant floppy hair turning white and thinning in ways he had only really witnessed in human beings. Sure had he looked older before and in general looks didn't mean a huge amount to a Time Lord but this was so slow… so odd… so tied up with aches and pains. What was the purpose of it? Time was destroying him slowly and making him watch.

He lost some of his joy. The relentlessness of the War eating away at his natural optimism and feeding the older being inside who had seen it all before and who had struggled not to just approach existence cynically ever since the Time War. Now the force of the attacks on Trenzalore seemed to just confirm his suspicions, that existence was essentially cruel and he was trapped there, forced to witness it.

He would never be good enough. He failed people and he missed things and he made mistakes. People died because he was tired or he was hungry or he couldn't quite get his focus or he had engaged in a risky idea rather than a safe one, calculated his odds wrongly. He was fallible and fallibility meant failure and loss and it was his fault.

He would always be alone. He was the last of his kind. But it wasn't even that simple, that wasn't even the crux of the matter. He was the one people turned to, and in those nine hundred years on Trenzalore he had been known as a protector and a saviour and only that, outliving generations until no friends remained, and with that came such a sense of loneliness that when he finally left the planet he didn't feel that he would ever connect with another being again.

All of these things and so many more shaped him during those centuries. Thought patterns and movements became habitual, self doubt a permanent feeling, skin hunger a constant sensation as his body soon forgot what it was like to be held, touched. Cynicism, guilt and that ever present sense of helplessness could easily have taken what was left of the Doctor.

If it wasn't for the sunrise. For those few minutes each day. And that, he kept reminding himself was why he had to keep going. Because worlds don't stop turning, even if you wish it. Because somewhere out there is something to live for. Someone.

XXXXXXXXX

Somewhere between the memory of her echo and the very start of sunrise Clara had fallen asleep in his arms, exhausted by the unusually long time the pair had spent communicating telepathically. New to her, she couldn't sustain the link and dozed. He'd been worried at first but managed to reassure himself that her brain was perfectly contented if fatigued so that then he had been reluctant to disengage entirely, her soothing dreams being a source of calm.

His response to his memories of Trenzalore had surprised him and although he knew there were many more buried and many more complex emotions associated with them, he felt something of the burden lift, just a fraction. He slept and to his amazement Clara woke before him, draped his jacket over his body and left his side without his notice. Slowly he moved, unsure how any of that had happened.

'Morning! I think the sun is coming up,' she was over by the remains of the fire removing her trousers from the make shift clothes hanger, 'And I think my clothes are dry!' she said happily.

The Doctor looked up at her, her hair dishevelled and full of sand, her jumper likewise, and her little legs, smooth and tanned, sticking out from under the hem of her sweater. She trotted back over to where he was sitting. She said nothing about his nap.

'So is the sunrise as nice as the sunset here?' she asked.

'We'll find out shortly,' he answered, slipping his jacket back on, heavy with the scent of Clara's perfume. She was pulling on her trousers beside him, lifting her bottom and fumbling with the zip. 'I actually don't remember, I think I've only ever seen it set here.'

'If its setting on one part of the planet its rising on the other, just a case of perspective,' she mused.

The Doctor looked at her carefully, 'You've been travelling with me too long.'

Clara took his hand again and he saw something flash into his consciousness, something warm that made his hearts tingle, 'Not long enough,' she said and stroked his fingers before turning her gaze. 'Look!'

Before them the sun was rising back into view, magenta and gold and casting a spectacular rainbow through the cloudscapes. There were rustles behind them and birdcalls and within moments a dozen flying creatures had taken to the sky above them to soak in the rays. It was clear that the tide had turned in the night and that the crossing the Doctor had mentioned was now visible, a slightly raised piece of land extending from the island to the mainland now that the sea level had dropped. An obvious path to take.

'We should be able to walk that pretty comfortably,' the Doctor said.

'That's the best bit of news I've had in a while, let's see out the sunrise and then get going.'

'Clara we should really…'

'Shh… sunrise….'

'But…the tide…'

'No… we have time, and I want to watch it, we should always watch it, every day. Like you used to…'

'OK,' he said, his throat constricting a little, moved by her reference. She heard it in his answer.

'OK?' she queried, 'Come here… you silly old man,' she leaned in with a smile and stroked his cheek gently with her thumb until he felt he might lose himself forever in her eyes.

'I'm so glad you're here with me,' she said her voice suddenly becoming sad. 'I'm so glad you hung on.' The images of her echo in the TARDIS speaking with his former self began to filter through his mind from hers and he felt a sensation of fear and loss.

'Shh, Clara… its ok… they are old memories… that's all, like you said, time to focus on the thing that gave me strength not the bad things that happened there…'

Clara nodded her approval, bit back her tears. 'OK… I have something for you to focus on.' She pulled herself a little closer to him on the sand, wound her arms around the Doctor's neck. 'Kiss me…' she breathed, 'Make a new memory.'


End file.
